SEC Info - Devine Michael G - ‘4’ for 3/11/20 re: Appian Corp.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Devine Michael G

(Last)

(First)

(Middle)

C/O APPIAN CORPORATION

7950 JONES BRANCH DRIVE

(Street)

TYSONS

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPIAN CORP [ APPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
3/11/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	3/11/20		C ⁽¹⁾		5,000	A	⁽²⁾ ⁽³⁾	13,458	D
Class A Common Stock	3/11/20		S ⁽⁴⁾		5,000	D	$42.1 ⁽⁵⁾	8,458	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$6.025	3/11/20		M			5,000	⁽⁶⁾	5/7/25	Class B Common Stock	5,000	$0	40,000	D
Class B Common Stock	⁽²⁾ ⁽³⁾	3/11/20		M		5,000		⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	5,000	$6.025	5,000	D
Class B Common Stock	⁽²⁾ ⁽³⁾	3/11/20		C ⁽¹⁾			5,000	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	5,000	$0	0	D

Explanation of Responses:

(1) Pursuant to the terms of the Class B Common Stock, the Reporting Person converted shares of Class B Common Stock into shares of Class A Common Stock.

(2) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (1) any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the Issuer's certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes or (continued to Footnote (3))

(3) (continued from Footnote (2)) (2) the death or disability, as defined in the Issuer's certificate of incorporation, of the applicable Class B common stockholder (or nine months after the date of death or disability if the stockholder is one of the Issuer's founders). In addition, on the first trading day following the date on which the outstanding shares of Class B Common Stock represent less than 10% of the aggregate voting power of the Issuer's then outstanding capital stock, all outstanding shares of Class B Common Stock shall convert automatically into Class A Common Stock, and no additional shares of Class B Common Stock will be issued.

(4) These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2019.

(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.56 to $42.48, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.

(6) This option is vested with respect to four-fifths of the shares subject to this option. The remaining shares will vest in on March 26, 2020, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

	/s/ Angela Patterson, Attorney-in-Fact	3/12/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
C	Conversion of derivative security.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Devine Michael G – ‘4’ for 3/11/20 re: Appian Corp.

On: Thursday, 3/12/20, at 4:06pm ET · For: 3/11/20 · Accession #: 1441683-20-28 · File #: 1-38098

Previous ‘4’: ‘4’ on 1/3/20 for 1/1/20 · Next: ‘4’ on 4/2/20 for 4/1/20 · Latest: ‘4’ on 10/4/22 for 10/1/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Devine Michael G – ‘4’ for 3/11/20 re: Appian Corp.

On: Thursday, 3/12/20, at 4:06pm ET · For: 3/11/20 · Accession #: 1441683-20-28 · File #: 1-38098

Previous ‘4’: ‘4’ on 1/3/20 for 1/1/20 · Next: ‘4’ on 4/2/20 for 4/1/20 · Latest: ‘4’ on 10/4/22 for 10/1/22

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents